4//SEC Filing
McDonnell Michael T 4
Accession 0001181431-12-067028
CIK 0001452217other
Filed
Dec 25, 7:00 PM ET
Accepted
Dec 26, 10:34 AM ET
Size
14.5 KB
Accession
0001181431-12-067028
Insider Transaction Report
Form 4
TPC Group Inc.TPCG
McDonnell Michael T
DirectorPresident & CEO
Transactions
- Disposition to Issuer
Restricted Stock Units
2012-12-20$45.00/sh−26,270$1,182,150→ 0 total - Disposition to Issuer
Performance Share Units
2012-12-20$45.00/sh−18,146$816,570→ 0 total - Disposition to Issuer
Restricted Stock Units
2012-12-20$45.00/sh−5,633$253,485→ 0 total - Disposition to Issuer
Restricted Stock Units
2012-12-20$45.00/sh−7,777$349,965→ 0 total - Disposition to Issuer
Performance Share Units
2012-12-20$45.00/sh−13,143$591,435→ 0 total - Disposition to Issuer
Stock Appreciation Right
2012-12-20−80,000→ 0 totalExercise: $28.55Exp: 2016-03-25→ Common Stock (80,000 underlying)
Footnotes (4)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger (the "Agreement"), by and among TPC Group Inc., Sawgrass Holdings Inc. ("Parent" and now known as TPC Holdings, Inc.) and Sawgrass Merger Sub Inc., dated as of August 24, 2012, as amended on November 7, 2012, on the effective date of the merger, each restricted stock unit, whether or not vested, became vested and was canceled and converted into the right to receive $45.00 in cash per underlying share of common stock.
- [F2]Pursuant to the terms of the Agreement, on the effective date of the merger, each performance share unit ("PSU"), to the extent not already vested, became vested with respect to the number of shares of common stock to which the holder of such PSU is entitled in accordance with and pursuant to the terms of the applicable equity plan and award agreement governing the PSU, and was canceled and converted into the right to receive $45.00 in cash per underlying share of common stock. (Continued in Footnote 3)
- [F3]In addition, each additional PSU that would not have become vested at the effective time of the merger pursuant to the terms of the applicable equity plan and award agreement governing such PSU due to the application of certain proration provisions in the applicable award agreement, if any, was canceled, and the holders of such additional PSUs became entitled to receive $45.00 in cash per underlying share of common stock, except that payment of 50% of the after-tax amount payable to the holder of such additional PSUs will be conditioned on such holder's agreement to use such amount to acquire equity securities of Parent or one of its affiliates.
- [F4]Pursuant to the terms of the Agreement, on the effective date of the merger, each outstanding stock appreciation right ("SAR"), to the extent not already vested or exercisable, became fully vested and exercisable, canceled and converted into the right to receive an amount in cash equal to the product of the total number of shares of common stock subject to the SAR multiplied by the amount by which $45.00 exceeds the grant price per share of common stock subject to the SAR.
Documents
Issuer
TPC Group Inc.
CIK 0001452217
Entity typeother
Related Parties
1- filerCIK 0001516319
Filing Metadata
- Form type
- 4
- Filed
- Dec 25, 7:00 PM ET
- Accepted
- Dec 26, 10:34 AM ET
- Size
- 14.5 KB